As filed with
the Securities and Exchange Commission on August 28, 2025
Registration
No. 333- 284064
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ASCENTAGE PHARMA GROUP INTERNATIONAL
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
Not Applicable |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| Incorporation or Organization) |
|
Identification No.) |
68 Xinqing Road
Suzhou Industrial Park
Suzhou, Jiangsu
China
+86-512-85557777
(Address, including zip
code, and telephone number, including area code, of registrant’s principal executive offices)
2022 Restricted Share Unit Scheme
(Full title of the Plans)
Ascentage Pharma Group Inc.
700 King Farm Blvd, Suite 510
Rockville, Maryland
20850
(301) 291-5658
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas J. Knapp
SVP, General Counsel
Ascentage Pharma Group Inc.
700 King Farm Boulevard
Suite 510
Rockville, MD 20850
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
|
Smaller reporting company |
☒ |
| |
|
|
Emerging growth company |
☒ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. D
EXPLANATORY NOTE
Ascentage Pharma Group International
(the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the “Post-Effective Amendment”)
to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the “Commission”) on January 24, 2025 (Registration Statement No. 333-284445 and referred
to herein as the “Prior Registration Statement”) with respect to shares of the Company’s ordinary shares, $0.0001 par value
per share (the “Ordinary Shares”), thereby registered for offer or sale pursuant to the Post-IPO Option Scheme. The Company
is reallocating 5,800,000 Ordinary Shares from the Post-IPO Option Scheme, as amended to the 2022 RSU Scheme, as amended.
This Post-Effective Amendment
is being filed solely to deregister shares registered under the Prior Registration Statement that will not be used for awards under the
Post-IPO Option Scheme, as amended. Such shares are hereby deregistered under the Prior Registration Statement.
Contemporaneously with the filing
of this Post-Effective Amendment, the Company is filing a new Registration Statement on Form S-8 (the “New Registration Statement”)
to register the shares of Ordinary Shares now available for offer or sale pursuant to the 2022 RSU Scheme, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rockville, Maryland on August 28,
2025.
Ascentage Pharma Group International
| By: |
/s/ Dajun Yang |
|
| |
Name: |
Dajun Yang |
|
| |
Title: |
Chief Executive Officer |
|
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Dr. Dajun Yang and Thomas J. Knapp and each of them severally, his or her true and lawful attorney-in-fact with
power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the registration statement
on Form S-8 and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to
file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the
other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys,
or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Dajun Yang |
|
Chief Executive Officer and Chairman |
|
August 28, 2025 |
| Dajun Yang, M.D., Ph.D. |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Jin Cao |
|
Head of Finance |
|
August 28, 2025 |
| Jin Cao |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Marina S. Bozilenko |
|
Director |
|
August 28, 2025 |
| Marina S. Bozilenko |
|
|
|
|
| |
|
|
|
|
| /s/ Marc Lippman |
|
Director |
|
August 28, 2025 |
| Marc Lippman, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Simon Dazhong Lu |
|
Director |
|
August 28, 2025 |
| Simon Dazhong Lu, Ph.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Wei Ren |
|
Director |
|
August 28, 2025 |
| Wei Ren |
|
|
|
|
| |
|
|
|
|
| /s/ David Sidransky |
|
Director |
|
August 28, 2025 |
| David Sidransky, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Shaomeng Wang |
|
Director |
|
August 28, 2025 |
| Shaomeng Wang, Ph.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Changqing Ye |
|
Director |
|
August 28, 2025 |
| Changqing Ye |
|
|
|
|
| |
|
|
|
|
| /s/ Debra Yu |
|
Director |
|
August 28, 2025 |
| Debra Yu |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Ascentage Pharma Group Inc., has signed this registration
statement or amendment thereto in Rockville, Maryland on August 28, 2025.
| |
ASCENTAGE PHARMA GROUP INC. |
| |
|
| |
By: |
/s/ Dajun Yang |
| |
|
Name: |
Dajun Yang |
| |
|
Title: |
Chairman and Chief Executive Officer |
